IMPACT OF NON-CONTROLLING INTERESTS ON THE CREDIBILITY OF CONSOLIDATED FINANCIAL STATEMENTS Dr Jacek Welc Wroclaw University of Economics e-mail: jacek.welc@ue.wroc.pl 1
There are more things in heaven and earth, Than are dreamt of in your philosophy William Shakespeare Or maybe There are more things in heaven and earth, Than are dreamt by auditors and analysts 2
Definition of CONTROL and consolidated financial statements Vast majority of public corporations operate as groups of companies, composed of a parent company (listed on a stock exchange) and one or more subsidiaries (which might by either public or private). The key aspect for determining the composition and structure of a group of companies is a CONTROL (or lack of it) of a parent company over other entities, in which this parent company owns shares. The financial results of entities which are controlled by the parent company (so-called subsidiaries) are fully consolidated with the financial results of the parent company, regardless of the parent company s share in the equity of these controlled entities. The full consolidation entails summing all the items of assets, liabilities, revenues, expenses and cash flows of the parent company and its subsidiary (with the exclusion of the intra-group transactions). 3
Definition of CONTROL and consolidated financial statements Such a full summation of the individual items of the financial statements is applied also when the parent company controls its subsidiary by owning less that 100% of share in the subsidiary s equity (e.g. 51%). In such cases the only consolidation adjustments which account for a less-than-full share of the parent company in the equity of its subsidiary are: adjustment of the consolidated shareholders equity by presenting the share of the entities other than the parent company in the equity of its subsidiary in the item labeled as non-controlling interests (also called minority interest ), adjustment of the consolidated net earnings and consolidated total comprehensive income by presenting the share of the entities other than the parent company in the earnings of its subsidiary in the items labeled as net earnings attributable to noncontrolling interests and total comprehensive income attributable to non-controlling interests. 4
Definition of CONTROL and consolidated financial statements It should be noted that the adjustments for the non-controlling interests impact only one item of the consolidated balance sheet (i.e. shareholder s equity) and only two items of the consolidated income statement (i.e. net earnings and total comprehensive income). All the other items of the consolidated balance sheet and the consolidated income statement, and particularly THE WHOLE CASH- FLOW STATEMENT, are distorted and may significantly limit the usefulness of the consolidated financial statement in the company s analysis and valuation. 5
The typical structure of relationships between the parent company and its subsidiaries (resulting from the majority interests) Controlling entity (or parent company ) The share in equity between 50% and 100% The directly controlled company ( subsidiary ) The share in equity between 50% and 100% The indirectly controlled company ( subsidiary ) Non-controlling interests (or minority interests) The share in equity below 50% Non-controlling interests (or minority interests) The share in equity below 50% Source: author. 6
The hypothetical example of a cascading dilution of shareholding Controlling entity A Share in equity of 51% Share in equity of 51% Subsidiary B Subsidiary C The resulting share of the controlling entity A in the shareholders equity of the subsidiary D: 51% x 51% x 51% = 13,27% Share in equity of 51% Subsidiary D Source: author. 7
Asseco Poland S.A. a real-life example from the Warsaw Stock Exchange Asseco Poland S.A. Share in equity of 40,07%* Asseco Central Europe a.s. Share in equity of 51% Slovanet a.s. The resulting share of Asseco Poland S.A. in the equity of AmiTel s.r.o.: 40,07% x 51% x 51% = 10,04% Share in equity of 51% AmiTel s.r.o. * The Parent Company maintains control over Asseco Central Europe a.s. despite holding less than 50% of its common stock [ ] because, according to the Articles of Association of Asseco Central Europe a.s., 3 out of the total 5 members of the Supervisory Board of that company are appointed by Asseco Poland S.A. Source: Consolidated Financial Statements of the Asseco Group [ ] for the Year Ended 31 December 2011. 8
Asseco Poland S.A. extract from the consolidated income statement for 2013 PLN millions 2013 2012 Sales revenues 5,898.1 5,529.1 Gross profit on sales 1,454.7 1,477.4 Selling costs (387.5) (399.3) General administrative expenses (453.7) (434.3) Net profit on sales 613.5 643.8 Other operating income 18.7 18.5 Other operating expenses (21.7) (10.5) Operating profit 610.5 651.8 Financial income 221.0 88.2 Financial expenses (79.5) (75.4) Pre-tax profit and share in profits of associates 752.0 664.6 Net profit for the reporting period 639.0 557.8 Attributable to: Shareholders of the Parent Company 393.9 370.6 Non-controlling interests 245.1 187.2 Source: Consolidated Financial Statements of the Asseco Group [ ] for the Year Ended 31 December 2013. 9
Asseco Poland S.A. extract from the consolidated balance sheet for 2013 PLN millions 31 Dec. 2013 31 Dec. 2012 Non-current assets Property, plant and equipment 690.0 686.2 Intangible assets 869.7 937.9 Goodwill 4,670.6 4,907.2 Investments in associates accounted for using the equity method 495.8 20.5 Other 220.3 243.4 6,946.4 6,795.2 Current assets Inventories 95.9 77.2 Prepayments and accrued income 93.0 99.3 Trade receivables 1,155.1 1,182.2 Other receivables 388.5 319.4 Financial assets 97.6 114.9 Cash and short-term deposits 756.4 959.9 Other 84.8 94.7 2,671.3 2,847.6 TOTAL ASSETS 9,640.4 9,642.8 Source: Consolidated Financial Statements of the Asseco Group [ ] for the Year Ended 31 December 2013. 10
Asseco Poland S.A. extract from the consolidated balance sheet for 2013 PLN millions 31 Dec. 2013 31 Dec. 2012 Equity Attributable to shareholders of the Parent Company 5,318.0 5,157.5 Non-controlling interests 1,946.6 2,066.7 Total equity 7,264.6 7,224.2 Liabilities Non-current liabilities 856.4 896.6 Current liabilities 1,519.4 1,522.0 Total liabilities 2,375.8 2,418.6 TOTAL EQUITY AND LIABILITIES 9,640.4 9,642.8 Source: Consolidated Financial Statements of the Asseco Group [ ] for the Year Ended 31 December 2013. 11
Asseco Poland S.A. extract from the consolidated statement of cash flows PLN millions 31 Dec. 2013 31 Dec. 2012 Cash flows - operating activities Pre-tax profit 752.0 664.6 Depreciation and amortization 264.5 239.0 Changes in working capital (6.2) (67.0) Other financial income / expenses (193.4) 0.7 Corporate income tax paid (125.6) (167.4) Other 61.1 9.7 Net cash provided by (used in) operating activities 752.4 679.6 Net cash provided by (used in) investing activities (484.1) (248.4) Net cash provided by (used in) financing activities (463.7) (389.9) Net increase (decrease) in cash and cash equivalents (195.4) 41.3 Source: Consolidated Financial Statements of the Asseco Group [ ] for the Year Ended 31 December 2013. 12
Impact of full consolidation on the credibility of indebtedness and liquidity analysis 13
Three hypothetical scenarios of differing distribution of assets between a parent company and its subsidiary (parent company owns 51% share in subsidiary s shareholders equity) SCENARIO 1 Current assets are equally distributed between parent and subsidiary Parent Subsidiary Consolidation adjustments NCI* Consolidated balance sheet Fixed assets** 13 630 7 000-6 630*** 14 000 Current assets 7 500 7 500 15 000 TOTAL ASSETS 21 130 14 500-6 630*** 29 000 Equity, including: 1 000 13 000-6 630*** 7 370 NCI* 0 0 6 370**** 6 370 Short-term liabilities 20 130 1 500 21 630 TOTAL EQUITY AND LIABILITIES 21 130 14 500-6 630*** 29 000 * non-controlling interests ** it was assumed for simplicity that obtaining control of the parent over its subsidiary has not created any goodwill in the consolidated balance sheet *** consolidation adjustment for the carrying value of 51% shares of the parent in the subsidiary s equity **** reclassification of 49% of the carrying amount of the subsidiary s equity to non-controlling interests Source: author. 14
Three hypothetical scenarios of differing distribution of assets between a parent company and its subsidiary (parent company owns 51% share in subsidiary s shareholders equity) SCENARIO 2 Current assets are concentrated mostly in a subsidiary Parent Subsidiary Consolidation adjustments NCI* Consolidated balance sheet Fixed assets** 20 630 0-6 630*** 14 000 Current assets 500 14 500 15 000 TOTAL ASSETS 21 130 14 500-6 630*** 29 000 Equity, including: 1 000 13 000-6 630*** 7 370 NCI* 0 0 6 370**** 6 370 Short-term liabilities 20 130 1 500 21 630 TOTAL EQUITY AND LIABILITIES 21 130 14 500-6 630*** 29 000 * non-controlling interests ** it was assumed for simplicity that obtaining control of the parent over its subsidiary has not created any goodwill in the consolidated balance sheet *** consolidation adjustment for the carrying value of 51% shares of the parent in the subsidiary s equity **** reclassification of 49% of the carrying amount of the subsidiary s equity to non-controlling interests Source: author. 15
Three hypothetical scenarios of differing distribution of assets between a parent company and its subsidiary (parent company owns 51% share in subsidiary s shareholders equity) SCENARIO 3 Current assets are concentrated mostly in a parent Parent Subsidiary Consolidation adjustments NCI* Consolidated balance sheet Fixed assets** 6 630 14 000-6 630*** 14 000 Current assets 14 500 500 15 000 TOTAL ASSETS 21 130 14 500-6 630*** 29 000 Equity, including: 1 000 13 000-6 630*** 7 370 NCI* 0 0 6 370**** 6 370 Short-term liabilities 20 130 1 500 21 630 TOTAL EQUITY AND LIABILITIES 21 130 14 500-6 630*** 29 000 * non-controlling interests ** it was assumed for simplicity that obtaining control of the parent over its subsidiary has not created any goodwill in the consolidated balance sheet *** consolidation adjustment for the carrying value of 51% shares of the parent in the subsidiary s equity **** reclassification of 49% of the carrying amount of the subsidiary s equity to non-controlling interests Source: author. 16
Impact of non-controlling interests in subsidiary s equity on total indebtedness ratio computed under three alternative scenarios presented above Raw indebtedness ratio (consolidated liabilities / consolidated total assets) SCENARIO 1 SCENARIO 2 SCENARIO 3 74,6% 74,6% 74,6% Adjustment of the indebtedness ratio for non-controlling interests: 1) the parent s total assets excluding shares held in the subsidiary 2) the share (51%) of the parent in net assets of its subsidiary 14 500 14 500 14 500 6 630 6 630 6 630 3) total assets at disposal of the parent (1 + 2) 21 130 21 130 21 130 4) the parent s total liabilities 20 130 20 130 20 130 Adjusted indebtedness ratio (4 / 3) 95,3% 95,3% 95,3% Source: author. 17
Impact of non-controlling interests in subsidiary s equity on current liquidity ratio computed under three alternative scenarios presented above Raw current liquidity ratio (consolidated current assets / consolidated short-term liabilities) SCENARIO 1 SCENARIO 2 SCENARIO 3 0,69 0,69 0,69 Adjustment of the current indebtedness ratio for non-controlling interests: 1) the parent s current assets 7 500 500 14 500 2) the share (51%) of the parent in current assets of its subsidiary 3) total current assets at disposal of the parent (1 + 2) 3 825 7 395 255 11 325 7 895 14 755 4) the parent s total liabilities 20 130 20 130 20 130 Adjusted current liquidity ratio (3 / 4) 0,56 0,39 0,73 Source: author. 18
Conclusions: the full consolidation of financial statements is based on a notion of control of a parent company over its subsidiary, According to IAS / IFRS the control may be stated at any (even zero) share of a parent company in the subsidiary s equity, provided that there exist other (than share in equity) circumstances confirming the control (e.g. investor s agreements), In the case of control the balance sheets of all the companies within the group are fully consolidated, which means that all individual line items of their separate balance sheets are simply summed (with adjustments for effects of intra-group transactions, if any), In the consolidated balance sheet the only trace of less-than-full share of the parent company in the subsidiary s equity are non-controlling interests (also labeled as minority interests ), reported as part of consolidated shareholder s equity, 19
Conclusions: Thus, in the consolidated balance sheet, the individual items of the subsidiary s assets and liabilities are reported at their full carrying amounts, regardless of the parent s share in the subsidiary s equity, Meanwhile, the control of the parent over its subsidiary does not entail its entitlement to fully participate in the economic benefits generated by the assets belonging to the subsidiary (because this participation is proportional to the parent s share in the subsidiary s equity), The hypothetical case-studies presented above show that at the less-than-full share of the parent in the subsidiary s equity the full consolidation of the balance sheet may significantly distort conclusions derived from financial statement analysis (including indebtedness and liquidity ratios), Unfortunately, adjusting the reported consolidated balance sheets is practically unfeasible, even with extensive notes to the consolidated financial statements. 20
Impact of full consolidation on the credibility of cash flow statement 21
Imagine the following hypothetical ownership structure Controlling entity A Share in equity of 57,7% Subsidiary B ( shell company*) Share in equity of 51% Subsidiary C ( shell company**) The resulting share of the controlling entity A in the shareholders equity of the subsidiary D: 57,7% x 51% x 51% = 15% Share in equity of 51% * the only assets held are shares in C ** the only assets held are shares in D Source: author. Subsidiary D 22
Impact of full consolidation on the credibility of the income statement INCOME STATEMENT Parent Company A Subsidiary D (owned in 15%) Full consolidation Proportional consolidation Sales revenues 10 000 8 000 18 000 11 200 Operating expenses 12 000 5 500 17 500 12 825 Operating profit before extraordinary items -2 000 2 500 500-1 625 Gains from sale of land (with zero carrying value) 3 000 0 3 000 3 000 Operating profit 1 000 2 500 3 500 1 375 Financial income (revaluation of shares) 1 500 0 1 500 1 500 Financial expenses (interest on debt) 1 500 0 1 500 1 500 Pre-tax earnings 1 000 2 500 3 500 1 375 Income tax (20% tax rate) 200 500 700 275 Net earnings: 800 2 000 2 800 1 100 attributable to shareholders of the Parent Company - - 1 100 - attributable to non-controlling interests - - 1 700 - Source: author. 23
Impact of full consolidation on the credibility of the cash flow statement CASH FLOW STATEMENT Source: author. Parent Company A Subsidiary D (owned in 15%) Full consolidation Proportional consolidation Operating profit 1 000 2 500 3 500 1 375 Income tax -200-500 -700-275 Gains from sale of land -3 000 0-3 000-3 000 Change of inventory -2 000 2 500 500-1 625 Net operating cash flows -4 200 4 500 300-3 525 Gains from sale of land 3 000 0 3 000 3 000 Net investing cash flows 3 000 0 3 000 3 000 Interest on debt -1 500 0-1 500-1 500 Net financing cash flows -1 500 0-1 500-1 500 TOTAL CASH FLOWS -2 700 4 500 1 800-2 025 24
Conclusions: in the case of the consolidated balance sheet and the consolidated income statement we obtain at least SOME (although very limited) information about the real (that is adjusted for the percentage of ownership) participation of the parent company in the subsidiary s profits and net assets, In contrast, in the case of the consolidated cash-flow statement, which is deemed to be the most credible of all three basic financial statements, WE KNOW NOTHING about where the individual categories of cash flows are generated, At less-than-full share of the parent company in the subsidiary s equity the full consolidation of the cash-flow statement may dramatically distort the credibility of the financial statement analysis, Unfortunately, adjusting the reported consolidated numbers is in most cases impossible, due to insufficient scope of required footnote disclosures. 25
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